NOTE RESTRUCTURE AGREEMENT

         THIS AGREEMENT is made and entered into this 26th day of January,  2001
by and between  Gerald M.  Larson  ("Larson"),  Larson  Holdings,  Inc.,  a Utah
corporation,   ("Larson  Holdings")  and  Headwaters  Incorporated,  a  Delaware
corporation ("Headwaters").

                                    RECITALS

                  A. Larson and Michael McEwan issued to Headwaters, then known
as Covol Technologies, Inc., a Promissory Note dated "August __, 1996" in the
original principal amount of Five Million Dollars (the "Original Note").
Pursuant to an Unlimited Guaranty dated April 29, 1998, Mr. McEwan was released
from the Original Note and Larson became the sole obligor thereunder.

                  B. Larson has requested that the Original Note be restructured
such that (i) Headwaters accept certain Headwaters securities owned by Larson
and Larson Holdings in partial payment, (ii) Headwaters forgive any remaining
balance over One Million Seven Hundred Fifty Thousand Dollars, (iii) Headwaters
will be given a security interest in certain collateral to secure the remaining
balance, as described below, and (iv) the payment schedule for the remaining
balance be changed to a single balloon payment in December, 2003, subject to
mandatory prepayment in certain circumstances. Headwaters is willing to accede
to such request on the terms and conditions described below.

         NOW THEREFORE, in consideration of the premises, the covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree to be
legally bound as follows:

         1. Larson and Larson Holdings shall deliver to Headwaters, and
Headwaters shall accept from Larson and Larson Holdings, in full satisfaction of
the Original Note, the following:

                           (a) A Stock Option Agreement dated January 1, 1995
                  (the "Option Agreement") which by its terms entitled Larson to
                  purchase 25,000 shares of Headwaters common stock at an
                  exercise price of $1.50 (as adjusted for a 1:10 reverse stock
                  split). Upon the effective date of the restructure (as defined
                  below) the Option Agreement shall be canceled by Headwaters
                  and all rights of Larson thereunder shall be forever
                  relinquished.

                           (b) Certificate(s) for 150,000 shares of Headwaters
                  common stock, registered in the name of Larson (the "Shares")
                  which Shares Larson transferred to Larson Holdings as of
                  January 12, 1999, duly endorsed for transfer to Headwaters.
                  Upon the effective date of the restructure (as defined below)
                  the Shares shall be canceled by Headwaters and all rights of
                  Larson and/or Larson Holdings thereunder shall be forever
                  relinquished.

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                           (c) A new Promissory Note in the original principal
                  amount of $1,750,000 (the "Restructured Note") in the form
                  attached hereto as Exhibit "A" signed by Larson and guaranteed
                  by Larson Holdings.

                           (d) A Stock Pledge and Security Agreement from Larson
                  pledging all of the outstanding capital stock of Larson
                  Holdings to secure the Restructured Note in the form attached
                  hereto as Exhibit "C". The pledged stock shall also be
                  delivered to Headwaters in accordance with the terms of such
                  agreement.

                           (e) A Stock Pledge and Security Agreement from Larson
                  Holdings pledging all of the outstanding capital stock of
                  Larson Limestone Company, Inc. ("Limestone") to secure the
                  Restructured Note in the form attached hereto as Exhibit "B".
                  The pledged stock shall also be delivered to Headwaters in
                  accordance with the terms of such agreement.

         2. The effective date of the restructure shall be such time as
Headwaters has received the documents set forth in Paragraphs 1(a) through (e)
duly executed in form acceptable to it. Upon the effective date of the
restructure, Headwaters will mark the Original Note as "paid in full" or
"canceled" and deliver it to Larson. Larson and Headwaters acknowledge that the
balance of the principal and accrued interest of the Original Note exceeds the
sum of (i) the original balance of the Restructured Note, (ii) the value of the
Option Agreement and (iii) the value of the Shares. This excess amount will be
forgiven by Headwaters upon the effective date of the restructure and may
constitute forgiveness of indebtedness income to Larson.

         3. If the effective date of the restructure does not occur by March 31,
2001, Headwaters may notify Larson that it is terminating this Agreement and
Headwaters may immediately thereafter enforce its rights and remedies under the
Original Note.

         4. Larson acknowledges that the Restructured Note represents his full
recourse, personal obligation and that Headwaters may enforce its rights as a
creditor against Larson and his assets notwithstanding the Stock Pledge and
Security Agreements described above.

         5. Larson represents and warrants that he is the sole record and
beneficial owner of the Option Agreement and the Shares, that the Option
Agreement and Shares are free of any claim, charge, lien or encumbrance of any
person or entity whatsoever other than Headwaters and that Larson has the power
and authority to transfer the Option Agreement and Shares to Headwaters without
the consent or approval of any other person whatsoever.

         6. Prior to agreeing to deliver the Option Agreement and Shares to
Headwaters, Larson and Larson Holdings have had the opportunity to review all
filings made by Headwaters with the Securities and Exchange Commission and to
ask questions of management of Headwaters. Larson and Larson Holdings each
represents and warrants that he/it is an

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"accredited investor" (as defined in Rule 501 of Regulation D promulgated by the
Securities and Exchange Commission) and has the financial and business
experience necessary to evaluate the merits and risks of his/its investment
represented by the Option Agreement and Shares. Larson and Larson Holdings each
acknowledges that the market value of Headwaters common stock may increase
following the effective date of the restructure and that Larson and Larson
Holdings will not benefit from such increase with respect to the Option
Agreement or the Shares.

         7. The parties to this Agreement will execute, acknowledge and deliver
all such instruments and take all such action as may be reasonably requested by
the other party in order to further effectuate the purposes of this Agreement
and to carry out the terms hereof.

         8. This  Agreement  shall  inure to the benefit of and shall be binding
upon the heirs, personal representatives and successors of the parties hereto.

         9. This Agreement and the rights and obligations hereunder shall be
construed in accordance with and governed by the laws of the State of Utah
without regard to principles of conflicts of law.

         10. This Agreement, together with the Restructured Note, Larson
Holding's Guaranty, Larson's Stock Pledge and Security Agreement, and Larson
Holding's Stock Pledge and Security Agreement (together, the "Transaction
Documents") contain all covenants, terms, provisions, and agreements between the
parties hereto or thereto relating to the subject matter of the Transaction
Documents. No prior agreement with respect to the same shall be of any force or
effect, and no covenant, term, provision, or agreement of any Transaction
Document may be modified except in a writing executed by all parties to the
Transaction Documents.

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                                 /s/ Gerald M. Larson
                                                ---------------------
                                                Gerald M. Larson


                                                HEADWATERS INCORPORATED

                                                By: /s/ Steven G. Stewart

                                                LARSON HOLDINGS, INC.

                                                By: /s/ Gerald M. Larson

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